EX-99.1 2 exhibit1.htm EX-99.1 Exhibit  EX-99.1

CHINA FINANCE ONLINE CO. LIMITED

REPORT OF THE DIRECTORS

The directors present their report and the audited financial statements for the year ended 31 December 2005.

PRINCIPAL ACTIVITIES

The Company acts as an investment holding company and provides corporate management services. The activities of its principal subsidiaries are set out in note 14 to the financial statements.

RESULTS

The results of the Group for the year ended 31 December 2005 are set out in the consolidated income statement on page 4.

The directors do not recommend the payment of a dividend and propose that the profit for the year be retained.

PROPERTY AND EQUIPMENT

Details of the movements during the year in property and equipment of the Group are set out in note 12 to the financial statements.

SHARE CAPITAL

Details of movements during the year in the share capital of the Company are set out in note 18 to the financial statements.

DIRECTORS

The directors of the Company during the year and up to the date of this report were:

Mr. Zhao Zhiwei (appointed on 25 July 2005) Mr. Hugo Shong Mr. Lee Kheng Nam Mr. Wang Ling Mr. Guo Fansheng Mr. Ning Jun (resigned on 25 July 2005)

In accordance with Article 8 of the Company’s Articles of Association, all remaining directors retire at the forthcoming annual general meeting and, being eligible, offer themselves for re-election.
MANAGEMENT CONTRACTS No substantial contracts concerning the management and administration of the Company were entered into or existed during the year.

ARRANGEMENTS TO PURCHASE SHARES OR DEBENTURES

During the year, directors were granted options to purchase 1,090,000 shares of the Company. None of the directors exercised any options except that Ning Jun exercised 1,295,000 share options during the year. Details of directors’ share options at 31 December 2005 were as follows:

                         
            Number of   Number of
Name of director   Capacity   options held   underlying shares
Zhao Zhiwei
  Director
    400,000       400,000  
Ning Jun
  Director*
    430,000       430,000  
Hugo Shong
  Director
    160,000       160,000  
Lee Khen g Nam
  Independent director
    220,000       220,000  
Guo Fansheng
  Independent director
    140,000       140,000  
Wang Ling
  Independent director
    140,000       140,000  
 
          ¨D¨D¨D¨D¨D¨D¨D   ¨D¨D¨D¨D¨D¨D¨D
 
          1,490,000     1,490,000  
 
                       

* Resigned during the year.

Particulars of the Company’s stock incentive plan are set out in note 19 to the financial statements.

Other than as disclosed above, at no time during the year was the Company or any of its subsidiaries, a party to any arrangements to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

AUDITORS

A resolution will be proposed to the forthcoming annual general meeting of the Company to re-appoint Messrs. Deloitte Touche Tohmatsu as auditors of the Company.

On behalf of the Board

Hugo Shong
CHAIRMAN
21 April 2006